CONSULTING AGREEMENT

THIS AGREEMENT dated for reference September 20, 2002.

BETWEEN:

NVR CAPITAL CORPORATION, of 304-318 Homer Street, Vancouver, B.C., V6B 2V2

 (hereinafter called the "Consultant")

OF THE FIRST PART

AND:

CUSIL VENTURE CORPORATION, a corporation incorporated under the laws of British Columbia and having an office at 1400-400 Burrard Street, Vancouver, B.C. V6C 3G2

(hereinafter called the Company)

OF THE SECOND PART

WHEREAS:

A.

The Company wishes to acquire and the Consultant wishes to supply the services described herein upon the terms and conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual premises and covenants contained in this Agreement, the parties hereto covenant and agree as follows:

1.

Provision of Services

1.1

Subject to the terms of this Agreement, the Consultant shall provide to the Company the services listed in Schedule "A" hereto and all such other services as are necessarily incidental thereto that may be required by the Company (the "Services").

1.2

The Consultant shall use its best efforts to further the interests of the Company in providing the Services.

1.3

The Consultant shall engage or employ Norman van Roggen as an employee during the term of this Agreement (the "Key Employee") and shall assign the Key Employee to perform its obligations hereunder.

2.

Changes in Service

2.1

The Company shall be entitled to order changes and/or deletions from the Services as set out in Schedule "A" by giving written notice to the Consultant without invalidating this Agreement.  The Consultant shall be deemed to have agreed to such changes and/or deletions and the Services to be provided hereunder shall be modified accordingly unless the Consultant objects in writing within five days of receipt of such notice.

3.

Remuneration of Consultant

3.1

The Company shall pay the Consultant the sum of $5,000 per month per month payable on the first day of each month during the term of this Agreement in consideration of the Consultant's performance of the Services as required by this Agreement.  Subject to such restrictions and requirements as the Company may impose from time to time, the Company shall reimburse the Consultant for out-of-pocket expenses incurred in performance of the services upon receipt of such evidence of those expenses as the Company may reasonably require.  

3.2

The Consultant or, if so directed by the Consultant, the Key Employee shall be entitled to receive incentive stock options entitling the holder to purchase 200,000 common shares of the Company at a price of $0.50 per share for a term of twenty-four months, vesting quarterly over the first 12 months, subject to such further or other terms and conditions as may be acceptable to the TSX Venture Exchange and the Company and such other conditions as may be specified in Schedule A hereto.  

3.3

The Consultant represents and warrants that all of its outstanding voting shares are beneficially owned and controlled by the Key Employee.

4.

Consultant Not Agent or Employee

4.1

Neither the Consultant nor its Key Employee shall be the employee or agent of the Company and accordingly, neither shall purport to enter into any a contract or subcontract on behalf of the Company or otherwise purport to act on its behalf.  Nothing in this Agreement shall be deemed to require the Consultant to provide its services exclusively to the Company and the Consultant hereby acknowledges that the Company shall not be required to make any remittances or payments required of employers by statute on the Consultant's or the Key Employee's behalf and the Consultant or any of its agents or employees shall not be entitled to the fringe benefits provided by the Company to its employees.

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